DOL099RP20643.doc

Table of Contents

SECTION A

A.1 SF 1449 SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

SECTION B - CONTINUATION BLOCK

B.1 PRICE/COST SCHEDULE

B.2 OVERTIME

B.3 REIMBURSEMENT FOR OTHER DIRECT COSTS

B.4 OTHER DIRECT COSTS – BY CATEGORY

B.5 OUT OF TOWN AND/OR OVERNIGHT TRAVEL

B.6 CEILINGS FOR TRAVEL AND OTHER DIRECT COSTS

B.7 ASSIGNMENT OF TASK ORDERS

B.8 BILLING AT LOWER RATES

B.9 COMPENSATION FOR LESS THAN FOUR HOURS OF WORK A DAY

B.10 HOLIDAYS

B.11 TRAVEL AND PER DIEM

B.12 TOTAL MAXIMUM CEILING PRICE

B.13 DELIVERY SCHEDULE

SECTION C - CONTRACT CLAUSES

C.1 ADDENDUM TO FAR 52.212-4 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS

C.2 52.216-18 ORDERING (OCT 1995)

C.3 52.216-21 REQUIREMENTS CONTRACTS (OCT 1995)

C.4 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

C.5 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (NOV 2007)

C.9 DOLAR 2952.201-70 CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE

(COTR) (MAY 2004)

C.10 COMPLIANCE WITH SECTION 508 OF THE REHABILITATION ACT

C.11 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2008)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 STATEMENT OF WORK

D.2 QUALIFICATIONS OF PERSONNEL BY LABOR CATEGORY

D.3 PAST PERFORMANCE QUESTIONNAIRE

SECTION E - SOLICITATION PROVISIONS

E.1 ADDENDUM to FAR 52.212-1 INSTRUCTIONS TO OFFERORS-COMMERCIAL ITEMS

E.2 ADDENDUM TO 52.212-1 PROPOSAL PREPARATION INSTRUCTIONS

E.3 52.216-1 TYPE OF CONTRACT (APR 1984)

E.4 52.217-5 EVALUATION OF OPTIONS (JUL 1990)

E.5 52.233-2 SERVICE OF PROTEST (SEP 2006)

E.6 52.212-2 EVALUATION--COMMERCIAL ITEMS (JAN 1999)

E.7 52.212-3 OFFEROR REPRESENTATIONS AND CERTIFICATIONS-- COMMERCIAL ITEMS (NOV 2007)

E.8 52.212-4 CONTRACT TERMS AND CONDITIONS--COMMERCIAL ITEMS (FEB 2007)

ALTERNATE I (FEB 2007)

E.9 GENERAL INFORMATION

SECTION B - CONTINUATION BLOCK

B.1 PRICE/COST SCHEDULE

DESCRIPTION

CLIN

Labor Category

Hours Rate

Total(Max) (Maximum)

BASE YEAR

Producer

6,261

Director

Videographer

4,174

Sound Engineer

Video Engineer

Lighting Director

Video Editor

Unit Manager

2,087

Production Assistant

Scriptwriter

Video Graphic Designer

4,174

OPTION YEAR 1

Video Graphic Designer

4,174

OPTION YEAR 2

Video Graphic Designer

4,174

OPTION YEAR 3

31002

Video Graphic Designer

4,174

OPTION YEAR 4

Video Graphic Designer

4,174

B.2 OVERTIME

In the event it becomes necessary to utilize overtime, it shall be negotiated and approved in writing by the Contracting Officer prior to incurring overtime costs.

1) Work performed by an individual in excess of forty hours per week is considered to be overtime, provided that the individual performed the work under this contract and under a time and materials labor hour Task Order, performed the work in one of the labor categories in the final Schedule of the contract, and the individual is non-exempt from the Fair Labor Standards Act.

2) Overtime work shall fall within the domain of minimum-maximum hours for the appropriate labor category as set forth in the final Schedule of the contract. In no event shall the total amount of overtime work authorized under this contract for a one year contract period exceed 25% of the total of all non-overtime work performed.

3) Overtime for non-exempt persons working in the labor categories of this contract will not be permitted without the prior written approval of the Contracting Officer and/or Contracting Officer’s Technical Representative (COTR).

4) When a non-exempt individual is authorized by the Contracting Officer and/or COTR to work overtime in a labor category, the Government will pay the Contractor an overtime rate for the overtime services performed by that individual. The overtime rate will be equal to the regular time rate plus fifty percent of the direct labor component in the regular time rate of that labor category. The direct labor component is limited to the direct labor rate, FICA, State Unemployment Tax and Federal Unemployment Tax.

B.3 REIMBURSEMENT FOR OTHER DIRECT COSTS

In addition to the labor rates set forth in this contract, the Government will pay the contractor separately for the following direct costs, provided that: 1) these items are other direct costs to the contractor, and 2) the requirement for the cost of these items has been authorized in fully executed Task Orders (The contractor agrees that the fee/profit on these costs shall not be reimbursed by the Government and that no liability will be incurred by the Government relative to the costs):

a. Commercial long-distance calls, when required, to obtain or give essential information relating to the contractor’s authorized activities under the final contract. The requirement and costs for commercial long-distance telephone usage will be negotiated on a case-by-case basis and approved in writing by the COTR and the Contracting Officer. Contractor staff shall use FTS 2000 while in Government facilities.

b. Out-of-town and/or overnight travel expenses in accordance with Out-Of-Town and/or Overnight Travel Section below.

c. The transporting of materials and equipment, including Government furnished property.

d. Animation and/or computer animated graphics.

e. Materials used or supplied in the performance of this contract. Examples of such materials for which the contractor shall be reimbursed are gaffers tape, fuse plugs and general video supplies.

f. The renting/leasing of costumes, equipment and facilities whether on-location in the Washington, DC area or CONUS.

g. Services provided by talent agencies, actors and actresses.

An indirect cost rate of 10 % will be used to calculate the indirect cost of other direct-costs. If the other-direct-costs are incurred by a subcontractor to the contractor, the aforementioned indirect cost rate shall be applicable to the unloaded portion of the subcontractor’s cost only. The total cost (direct and indirect cost) of items authorized in a fully executed Task Order shall not exceed the dollar limit established in the Task Order for each of those items. The Government will not pay the contractor any fee/profit on the cost of any of these other-direct-costs.

B.4 OTHER DIRECT COSTS - BY CATEGORY

AUDIO EQUIPMENT

Audio equipment includes such devices as amplifiers, audio mixers, loudspeakers, mult-boxes and microphones.

CAPTIONING

Captioning is the process by which the text of what people say is added to a video program. Special machines are used to add the words to the TV screen so viewers can read them as they are being spoken.

VIDEO EDITING

Editing is the process through which raw video footage of images and sounds is taken and then arranged into a finished program. Examples of professional editing systems often used in editing include “AVID” or “Final Cut Pro” as well as others.

Depending on the editing system, the editor has the ability to insert special effects for picture movement, graphics, music, and animated effects. Some editing facilities offer their editing service with a package price while others offer ala-carte pricing; hence, the range of costs for editing.

GRAPHICS DESIGN AND ANIMATION

This process includes the origination of artwork and designs for graphics, which assist the viewer in understanding an audiovisual presentation. It can also include the design and production of animated characters or elements that enhance the understanding of a program.

Graphics Design & Animation per hour

LIGHTING PACKAGE

Lighting can include a variety of instruments that provide television lighting similar to that in a studio, but on-location for interviews, events, and ceremonies. Lighting packages also include electrical support such as cabling, power supplies, and expendable goods such as bulbs and safety tape.

REMOTE PRODUCTIONS

Remote productions can vary from one person and one camera to multiple cameras all hooked to a video switcher along with multiple staff to run the cameras and the video equipment. The multiple camera productions involve setups with cabling, lighting and sound.

Remote Productions

SOUND MIX PACKAGE

The sound mix package can include a studio style sound mixing board, which can accommodate a variety of sound sources - microphones, wireless microphones, CD and DVD - and effects. This differs from the audio equipment in the sophistication of the sound board and set up.

SATELLITE MEDIA TOUR

This process involves making arrangements for satellite time, contacting TV stations and arranging for a presenter to sit in a studio or at another location and talk to multiple TV stations via satellite. This also involves purchasing satellite time, arranging a crew for camera operation, a crew person to coordinate with the TV stations, a sound person and teleprompter if necessary for the presenter. Satellite media tours usually last an hour or more.

Satellite Media Tour

TELEPROMPTER

This is a device with a one-mirror that covers the front of a TV camera. A presenter looks at the camera and a computer puts the script on the one-way mirror for the presenter to read. There is also a “presidential” prompter, which features 2 glass plates on either side of a podium and the words are put on those plates for the speaker to see.

STUDIO WITH CONTROL ROOM

This generally includes the studio room, lights, monitors, intercom, control room, switcher, playback, tape stock, and record and playback video tape recorder.

Studio with Control Room

(studio, lights, floor, monitor, intercom, control room, switcher, monitors, scopes, 1 record, 1 playback VTR)

STUDIO SPACE ONLY – NO CAMERAS

PRICES FOR THE ABOVE ITEMS SHALL BE DETERMINED BY EACH INDIVIDUAL TASK ORDER

B.5 OUT-OF-TOWN AND/OR OVERNIGHT TRAVEL

a. The contractor shall be reimbursed for the direct cost of transportation, lodging, meals and incidental expenses of personnel who are authorized by fully executed Task Orders to undertake out-of-town and/or overnight travel under this contract. Such costs shall be reimbursed in accordance with established Federal Travel Regulations.

b. Costs incurred for lodging, meals and incidental expenses shall be reimbursed only to the extent that they do not exceed, on a daily basis, the maximum per diem rates in effect at the time of travel as set forth in the Federal Travel Regulations, Joint Travel Regulations or Standardized Regulations.

c. Airfare costs in excess of the lowest customary standard, coach, or equivalent airfares offered during normal business hours will not be reimbursed. In virtually all cases, travel requirements will be known sufficiently in advance to allow the most economical fares. When the contractor is given sufficient advance notice of travel requirements to obtain reduced fares, but fails to do so, the Government will reimburse only the amount of the lowest available fares.

d. The contractor shall be reimbursed for the cost of out-of-town and/or overnight travel performed by its personnel in their privately-owned automobiles, at the current rate set forth in the Federal Travel Regulations, not to exceed the cost by the most direct economy air route between the points so traveled. If more than one person travels in such automobiles, no additional charge shall be made by the contactor for such travel.

e. No travel costs for the contractor personnel travel from place of residence to and from the normally assigned work-site shall be reimbursed by the Government.

f. Contractor requests for reimbursement must contain legible copies of individual receipts for all miscellaneous items of $75.00 or higher. Each miscellaneous item of less then $75.00 value (e.g. meals) must be documented, but may be included on a mass voucher rather than with individual item receipts.

B.6 CEILINGS FOR TRAVEL AND OTHER DIRECT COSTS

The ceiling for travel and other direct costs when combined should not exceed 75% of the total value of the fully executed Task Order. This is an estimate and the Government and Contracting Officer can increase the ceiling by 10% as deemed appropriate by the scope of work and particular project.

B.7 ASSIGNMENT OF TASK ORDERS

The Contracting Officer’s Technical Representative (COTR) shall assign Task Orders between contractors who are awarded the audio visual production and support services contract using the following criteria:

1. Contractor past experience and performance to meet the creative requirements; e.g. commercials, Public Service Announcements, documentaries, interactive video development, training and instructional videos

2. Contractor current workload and ability to meet the scheduled production times

B.8 BILLING AT LOWER RATES

An individual will be paid at the labor rate designated by the labor category to which he or she is assigned according to the specific Task Order under which that individual is performing work. For example, if a Sound Engineer is assigned through a Task Order as a Production Assistant, the position shall be billed at the Production Assistant rate. In no event shall an individual be assigned or billed at a labor rate higher than that for which he or she has been contractually approved. In the Task Order, the contractor shall propose, in good faith, the lowest cost category of necessary personnel to accomplish the project.

B.9 COMPENSATION FOR LESS THAN FOUR HOURS OF WORK A DAY

The Government will pay the contractor for at least four hours of work in a labor category on a given day, if the contractor is required to furnish personnel in that category on that date. Payment will be made at the loaded hourly rate for the category, in accordance with final Labor Category section of the final contract.

B.10 HOLIDAYS

a. The contractor must establish a standard holiday schedule that exactly coincides with the Government’s schedule. Holidays and other non-work days peculiar to or dynamically declared by the Government shall be considered as holidays for contractor personnel and are not billable unless work is actually requested by the Government and performed on these days. The following is a list of Government holidays:

Memorial Day

Veterans Day

No work shall be performed by contractor personnel on Government holidays or non-work days (including weekends) without prior written approval of the Contracting Officer’s Technical Representative (COTR). Work performed on holidays shall be billable at regular rates as shown in Section B.1.

B.11 TRAVEL AND PER DIEM

Travel policies as set forth in the Travel Regulations referred to below are required of the Contractor and consultants hereunder. Where the Contractor has a more restrictive travel policy than the Federal Travel Regulations, the more restrictive requirements shall apply.

It is the responsibility of the Contractor to authorize only such per diem allowances as justified by the circumstances affecting the travel. Care should be exercised to prevent fixing per diem rates in excess of those required to meet the necessary authorized subsistence expenses. To this end, consideration should be given to factors which reduce the expenses of the employee such as: known arrangements at temporary duty locations where lodging and meals may be obtained without cost or at prices advantageous to the traveler; established cost experience in the localities where lodging and meals are required; situations where special rates for accommodations have been made available for a particular meeting or conference; the extent to which the traveler is familiar with establishments providing lodging and meals at a lower cost in certain localities, particularly, where repeated travel is involved; and the use of methods of travel where sleeping accommodations are provided as part of the transportation expenses.

All travel shall be at tourist, coach, or less than first class unless itinerary or unavailability dictates otherwise. All temporary duty and local area automobile travel shall be allowed as prescribed by the applicable Travel Regulations.

Copies of applicable Travel Regulations can be obtained as follows at a fee:

a. Federal Travel Regulations, prescribed by the General Services Administration, for travel in the conterminous 48 United States: Available on a subscription basis from the Superintendent of Documents, U.S. Government Printing Office, Washington, DC 20402, Stock No. 022-001-81003-7.

b. Joint Travel Regulations, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense, for travel in Alaska, Hawaii, the Commonwealth of Puerto Rico, and territories and possessions of the United States: Available on a subscription basis from the Superintendent of Documents, U.S. Government Printing Office, Washington, D.C. 20402,Stock No.908-010-00000-1.

c. Standardized Regulations, (Government Civilians, Foreign Areas), Section 925, "Maximum Travel Per Diem Allowances for Foreign Areas," prescribed by the Department of State, for travel in areas not covered in 1 and 2 above: Available on a subscription basis from the Superintendent of Documents, U.S. Government Printing Office, Washington, D.C. 20402, Stock No. 744-008-00000-0.

B.12 TOTAL MAXIMUM CEILING PRICE

The maximum estimated ceiling price is to be determined at the time of contract award.

B.13 DELIVERY SCHEDULE

ITEM NUMBER QUANTITY DATE OF DELIVERY

1 1.00 20071113T23:59:59-05:00

SHIP TO : Office of Public Affairs

US Department of Labor

200 Constitution Avenue, NW

Washington, DC 20210

MARK FOR: Thomas Accardi

Room N6310

202-693-5040

SECTION C - CONTRACT CLAUSES

C.1 ADDENDUM to FAR 52.212-4 Contract Terms and Conditions-- Commercial Items

Clauses that are incorporated by reference (by Citation Number, Title, and Date), have the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

The following clauses are incorporated into 52.212-4 as an addendum to this contract:

C.2 52.216-18 ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of delivery orders or task orders by the individuals or activities designated in the Schedule. Such orders may be issued from the effective date of the contract through the last day of the Period of Performance.

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In the event of conflict between a delivery order or task order and this contract, the contract shall control.

(c) If mailed, a delivery order or task order is considered "issued" when the Government deposits the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce methods only if authorized in the Schedule.

C.3 52.216-21 REQUIREMENTS (OCT 1995)

As prescribed in 16.506(d),

(a) This is a requirements contract for the supplies or services specified and effective for the period stated in the Schedule. The quantities of supplies or services specified in the Schedule are estimates only and are not purchased by this contract. Except as this contract may otherwise provide, if the Governments’ requirements do not result in orders in the quantities described as “estimated” or “maximum” in the Schedule, that fact shall not constitute the basis for an equitable price adjustment.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. Subject to any limitations in the Order Limitations clause or elsewhere in this contract, the Contractor shall furnish to the Government all supplies or services specified in the Schedule and called for by orders issued in accordance with the Ordering clause. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(c) Except as this contract otherwise provides, the Government shall order from the Contractor all the supplies or services specified in the Schedule that are required to be purchased by the Government activity or activities specified in the Schedule.

(d) The Government is not required to purchase from the Contractor requirements in excess of any limit on total orders under this contract.

(e) If the Government urgently requires delivery of any quantity of an item before the earliest date that delivery may be specified under this contract, and if the Contractor will not accept an order providing for the accelerated delivery, the Government may acquire the urgently required goods or services from another source.

(f) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the end of the Period of Performance, for this instance June 30, 2013.

(End of clause)

C.4 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999)

The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 60 days.

C.5 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed five (5) years.

C.6 52.232-19 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (APR 1984)

Funds are not presently available for performance under this contract. The Government's obligation under this contract is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer.

C.7 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this address: http://arnet.gov/far/loadmainre.html

52.204-9

PERSONAL IDENTITY VERIFICATION OF

SEP 2007

CONTRACTOR PERSONNEL

52.224-1

PRIVACY ACT NOTIFICATION

APR 1984

52.224-2

PRIVACY ACT

52.227-16

ADDITIONAL DATA REQUIREMENTS

JUN 1987

52.227-18

RIGHTS IN DATA--EXISTING WORKS

JUN 1987

52.232-18

AVAILABILITY OF FUNDS

52.245-1A

GOVERNMENT PROPERTY

JUN 2007

ALTERNATE I (JUNE 2007)

52.245-9

USE AND CHARGES

JUN 2007

(End of Addendum to 52.212-4)

C.8 52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS (JUN 2008)

(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which are incorporated in this contract by reference, to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

(1) 52.233-3, Protest After Award (Aug 1996) (31 U.S.C. 3553).

(2) 52.233-4, Applicable Law for Breach of Contract Claim (Oct 2004) (Pub. L. 108-77, 108-78)

(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (Sept 2006), with Alternate I (Oct 1995) (41 U.S.C. 253g and 10 U.S.C. 2402).

[ ] (2) 52.219-3, Notice of Total HUB-Zone Set-Aside (Jan 1999) (15 U.S.C. 657a).

[ ] (3) 52.219-4, Notice of Price Evaluation Preference for HUB-Zone Small Business Concerns (July 2005) (if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).

[ ] (4) [Reserved]

[X] (5)(i) 52.219-6, Notice of Total Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[ ] (ii) Alternate I (Oct 1995) of 52.219-6.

[ ] (iii) Alternate II (Mar 2004) of 52.219-6.

[ ] (6)(i) 52.219-7, Notice of Partial Small Business Set-Aside (June 2003) (15 U.S.C. 644).

[ ] (ii) Alternate I (Oct 1995) of 52.219-7.

[ ] (iii) Alternate II (Mar 2004) of 52.219-7.

[X] (7) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)).

[ ] (8)(i) 52.219-9, Small Business Subcontracting Plan (Nov 2007) (15 U.S.C. 637(d)(4).)

[ ] (ii) Alternate I (Oct 2001) of 52.219-9.

[ ] (iii) Alternate II (Oct 2001) of 52.219-9.

[X] (9) 52.219-14, Limitations on Subcontracting (Dec 1996) (15 U.S.C. 637(a)(14)).

[ ] (10) 52.219-16, Liquidated Damages--Subcontracting Plan (Jan 1999) (15 U.S.C. 637(d)(4)(F)(i)).

[ ] (11)(i) 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns (Sept 2005) (10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so indicate in its offer).

[ ] (ii) Alternate I (June 2003) of 52.219-23.

[ ] (12) 52.219-25, Small Disadvantaged Business Participation Program--Disadvantaged Status and Reporting (Oct 1999) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[ ] (13) 52.219-26, Small Disadvantaged Business Participation Program--Incentive Subcontracting (Oct 2000) (Pub. L. 103-355, section 7102, and 10 U.S.C. 2323).

[ ] (14) 52.219-27, Notice of Total Service-Disabled Veteran-Owned Small Business Set-Aside (May 2004) (15 U.S.C. 657 f).

[X] (15) 52.219-28, Post Award Small Business Program Representation (June 2007) (15 U.S.C 632(a)(2)).

[X] (16) 52.222-3, Convict Labor (June 2003) (E.O. 11755).

[ ] (17) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (Aug 2007) (E.O. 13126).

[X] (18) 52.222-21, Prohibition of Segregated Facilities (Feb 1999).

[X] (19) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

[X] (20) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

[X] (21) 52.222-36, Affirmative Action for Workers with Disabilities (Jun 1998) (29 U.S.C. 793).

[X] (22) 52.222-37, Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

[X] (23) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

[X] (24)(i) 52.222-50, Combating Trafficking in Persons (Aug 2007) (Applies to all contracts).

[ ] (ii) Alternate I (Aug 2007) of 52.222-50.

[ ] (25)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Aug 2000) (42 U.S.C. 6962(c)(3)(A)(ii)).

[ ] (ii) Alternate I (Aug 2000) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)).

[X] (26) 52.225-1, Buy American Act--Supplies (June 2003) (41 U.S.C. 10a-10d).

[ ] (27)(i) 52.225-3, Buy American Act--Free Trade Agreements-- Israeli Trade Act (Aug 2007) (41 U.S.C. 10a-10d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, Pub. L 108-77, 108-78, 108-286, 109-53 and 109-169).

[ ] (ii) Alternate I (Jan 2004) of 52.225-3.

[ ] (iii) Alternate II (Jan 2004) of 52.225-3.

[ ] (28)0 52.225-5, Trade Agreements (Nov 2007) (19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).

[X] (29) 52.225-13, Restrictions on Certain Foreign Purchases (Feb 2006) (E.O.S, proclamations, and statutes administered by the Office of Foreign Assets Control of the Department of the Treasury).

[ ] (30) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (Nov 2007) (42 U.S.C. 5150).

[ ] (31) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (Nov 2007) (42 U.S.C. 5150).

[ ] (32) 52.232-29, Terms for Financing of Purchases of Commercial Items (Feb 2002) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

[ ] (33) 52.232-30, Installment Payments for Commercial Items (Oct 1995) (41 U.S.C. 255(f), 10 U.S.C. 2307(f)).

[ ] (34) 52.232-33, Payment by Electronic Funds Transfer--Central Contractor Registration (Oct 2003) (31 U.S.C. 3332).

[X] (35) 52.232-34, Payment by Electronic Funds Transfer--Other than Central Contractor Registration (May 1999) (31 U.S.C. 3332).

[ ] (36) 52.232-36, Payment by Third Party (May 1999) (31 U.S.C. 3332).

[X] (37) 52.239-1, Privacy or Security Safeguards (Aug 1996) (5 U.S.C. 552a).

[ ] (38)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appendix. 1241(b) and 10 U.S.C. 2631).

[ ] (ii) Alternate I (Apr 2003) of 52.247-64.

(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[X] (1) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

[X] (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (May 1989) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

[X] (3) 52.222-43, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Multiple Year and Option Contracts) (Nov 2006) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

[ ] (4) 52.222-44, Fair Labor Standards Act and Service Contract Act--Price Adjustment (Feb 2002) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).

[ ] (5) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements (Nov 2007) (41 U.S.C. 351, et seq.).

[ ] (6) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements "(Nov 2007)" (41 U.S.C. 351, et seq.).

[X] (7) 52.237-11, Accepting and Dispensing of $1 Coin (Aug 2007) (31 U.S.C. 5112(p)(1)).

(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph (d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, and does not contain the clause at 52.215-2, Audit and Records--Negotiation.

(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shall have access to and right to examine any of the Contractor's directly pertinent records involving transactions related to this contract.

(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and other evidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If this contract is completely or partially terminated, the records relating to the work terminated shall be made available for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available until such appeals, litigation, or claims are finally resolved.

(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.

(e)(1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, the Contractor is not required to flow down any FAR clause, other than those in paragraphs (i) through (vii) of this paragraph in a subcontract for commercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the clause--

(i) 52.219-8, Utilization of Small Business Concerns (May 2004) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $550,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (Sept 2006) (38 U.S.C. 4212).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (June 1998) (29 U.S.C. 793).

(v) 52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or Fees (Dec 2004) (E.O. 13201).

(vi) 52.222-41, Service Contract Act of 1965 (Nov 2007) (41 U.S.C. 351, et seq.).

(vii) 52.222-50, Combating Trafficking in Persons (Aug 2007) (22 U.S.C. 7104(g)). Flow down required in accordance with paragraph (f) of FAR clause 52.222-50.

(viii) 52.222-51, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements "(Nov 2007)" (41 U.S.C. 351, et seq.).

(ix) 52.222-53, Exemption from Application of the Service Contract Act to Contracts for Certain Services--Requirements "(Nov 2007)" (41 U.S.C. 351, et seq.).

(x) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appendix. 1241(b) and 10 U.S.C. 2631). Flow down required in accordance with paragraph (d) of FAR clause 52.247-64.

(2) While not required, the contractor may include in its subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

C.9 DOLAR 2952.201-70 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR)

(MAY 2004)

(a) The Office of Public Affairs at the Department of Labor will designate a Contracting Officer's Technical Representative (COTR) under this contract.

(b) The COTR is responsible, as applicable, for: receiving all deliverables; inspecting and accepting the supplies or services provided hereunder in accordance with the terms and conditions of this contract; providing direction to the contractor which clarifies the contract effort, fills in details or otherwise serves to accomplish the contractual scope of work; evaluating performance; and certifying all invoices/vouchers for acceptance of the supplies or services furnished for payment.

(c) The COTR does not have the authority to alter the contractor's obligations under the contract, and/or modify any of the expressed terms, conditions, specifications, or cost of the agreement. If, as a result of technical discussions, it is desirable to alter/change contractual obligations or the scope of work, the contracting officer must issue such changes.

C.10 COMPLIANCE WITH SECTION 508 OF THE REHABILITATION ACT

The contractor shall meet the applicable accessibility standards at 36 CFR 1194, unless an agency exception to this requirement exists (http://www.section508.gov/). 36 CFR 1194 implements 1998 Amendment to Section 508 of the Rehabilitation Act of 1973, as amended.

C.11 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (DEC 2008)

As prescribed in 3.1004(a),

(a) Definitions. As used in this clause—

“Agent” means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization.

“Full cooperation”—

(1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors’ and investigators' request for documents and access to employees with information;

(2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require—

(i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or

(ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and

(3) Does not restrict a Contractor from—

(i) Conducting an internal investigation; or

(ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation.

“Principal” means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment; and similar positions).

“Subcontract” means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract.

“Subcontractor” means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor.

“United States,” means the 50 States, the District of Columbia, and outlying areas.

(b) Code of business ethics and conduct.

(1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall—

(i) Have a written code of business ethics and conduct; and

(ii) Make a copy of the code available to each employee engaged in performance of the contract.

(2) The Contractor shall—

(i) Exercise due diligence to prevent and detect criminal conduct; and

(ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

(3)(i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract there under, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed—

(A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or

(B) A violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor’s disclosure as confidential where the information has been marked “confidential” or “proprietary” by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5 U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization’s jurisdiction.

(iii) If the violation relates to an order against a Government-wide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract.

(c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period:

(1) An ongoing business ethics awareness and compliance program.

(i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor’s standards and procedures and other aspects of the Contractor’s business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual’s respective roles and responsibilities.

(ii) The training conducted under this program shall be provided to the Contractor’s principals and employees, and as appropriate, the Contractor’s agents and subcontractors.

(2) An internal control system.

(i) The Contractor’s internal control system shall—

(A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and

(B) Ensure corrective measures are promptly instituted and carried out.

(ii) At a minimum, the Contractor’s internal control system shall provide for the following:

(A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system.

(B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor’s code of business ethics and conduct.

(C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor’s code of business ethics and conduct and the special requirements of Government contracting, including—

(1) Monitoring and auditing to detect criminal conduct;

(2) Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and

(3) Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process.

(D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports.

(E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct.

(F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontract there under, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733).

(1) If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation.

(2) If the violation relates to an order against a Government-wide acquisition contract, a multi-agency contract, a multiple-award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies’ contracting officers.

(3) The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract.

(4) The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause.

(G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions.

(d) Subcontracts.

(1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5,000,000 and a performance period of more than 120 days.

(2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(End of clause)

SECTION D - CONTRACT DOCUMENTS, EXHIBITS, OR ATTACHMENTS

D.1 Statement of Work

BACKGROUND:

The United States Department of Labor, Office of Public Affairs (OPA), Division of Audiovisual Communication Services (DAVCS), produces a variety of media products to support DOL programs and goals, especially in the areas of information, technical assistance and training. DAVCS serves DOL agencies by providing contractor-obtained high quality audio-visual production and related services. Programs requested by various elements of DOL are intended for various audiences, including federal staff, state employers, congressional members, labor organizations, employer groups, educational groups and the general public.

All productions are closely supervised by the DAVCS audio-visual staff in order to: 1) ensure adherence to DOL policies and objectives; 2) ensure effectiveness of the program in meeting client office objectives; and 3) ensure that high standards of creative and technical quality are maintained.

SCOPE OF WORK

Each contractor shall provide the support and production services necessary for the production of video tape, film, audio tape, multi-media, satellite and web broadcasts and other audio-visual products. All work shall be performed in accordance with the provisions set forth below.

STATEMENT OF WORK

a. The contractor shall produce and support a gamut of programming requirements such as news conferences, congressional hearings, and executive video messages, live event coverage and production, training programs, documentaries, public interest programming, public service announcements, interactive video, satellite and web broadcasts as well as video conferences. Customers include various agencies within the Department.

b. The contractor shall produce in broadcast format and to current broadcast standard.

c. The contractor shall cover live events held in the Washington, DC area within three hours of notification. Live events include, but are not limited to, news conferences, congressional hearings, and executive video messages.

d. The contractor shall maintain an off-site facility that can adapt their operations for the rapid response required on a weekly and sometimes daily basis. The facility must be able to handle rush projects with a one business day turn around time.

e. The contractor shall successfully carry out and complete all pre-production, production and post-production processes in accordance with accepted industry standard.

f. The contractor shall perform the following activities when required by, and in accordance with, fully executed Task Orders:

(1). Carry out pre-production, production and post production in relation to the programming done by the Division of Audiovisual Communication Services (DAVCS); and

(2). Produce other audio-visual products for training, orientation, and presentation purposes. When these products are required to be produced, they shall be produced in accordance with accepted industry standards.

(3). Provide duplication, distribution and tracking of finished programming as directed in the fully executed Task Orders.

g. The contractor shall prepare and submit progress reports for all on-going programs and projects.

h. The contractor shall provide professional personnel in the labor categories of Producer, Director, Videographer, Sound Engineer, Video Engineer, Lighting Director/Gaffer, Video Editor, Unit Manager, Production Assistant, Scriptwriter and Video Graphic/Animation Designer.

i. The contractor shall allow other federal government agencies to utilize the contract for Labor-related initiatives with acknowledgement and approval of DOL’s OPA, DAVCS via inter-agency agreements (MOAs) or Memoranda…